Ben 10: Voyage
by Crystalmoon101
Summary: AU. A crew of aliens discovers a young human boy, who had been stuck in cryo-sleep for nearly a year. Once he awakens, it's discovered he holds barely any memories of his past. He can only remember parts of his name, Ben Ten, along with some information about his powerful watch, The Omnitrix. Now, Ben must travel around the galaxy to hide from Vilgax and find out his past.


**_AU, woo! A lot of this will be based on the show and it's characters, however, it'll be taking a different storyline and focus on many different characters. Don't worry, the OCs that show up randomly won't be the main focus, they'll just beside or background characters. A warning, I'll be changing up some characters from the show, only a few and so they can fit better into the plot. Also, yet another warning, characters like Gwen or Grandpa Max will only show up in flashbacks or mentions. Sorry! It'll be mostly Ben and some alien characters like Tetrax or Azmuth. Shipping is a factor that'll come in later too, but not for some time with someone like Ben (Soz Benny). Please don't be rude or say things like this _is _way different from the show, that's the point, it's an AU. And if you're not a fan of it, no one is making you stay and read. I'm sorry if there is anything like_ grammar _mistakes or something, I'm not the_ best at _writing._**

 **Disclaimer _: I do not own Ben 10! But I do most of the story ideas and the OCs of mine_**

* * *

It was normal, well, as normal as this side of the galaxy could be. There were no wars around this zone at the moment. Aliens could come and go, trade what they please or find new jobs and homes. This place was known for its large space station that would represent a mall, mixed with a market and spaceship while being the size of a mountain. Many different species would come by for many reasons, and while many would get angered by another person and nearly start a mindless brawl, there was peace and law.

One of the ships flying around was a patrolling ship, used to keep an eye on incoming ships and be ready if they needed to catch someone. When there was action, this job was extreme but fun, however, on quiet days it was boring and dull for the members of the patrol ships. However one crew was about to discover something, something thought to be lost over the year, though many didn't know about its disappearance.

"Ow! Frabl, you stepped on my tail!" An annoyed Arachnichimp shrieked, pulling his tailback and rubbing it.

Frabl, who was a young Tetramand, stumbled back slightly. "Whoops! Sorry…" He chuckled nervously and rubbed the back of his head. He was new to the job. "You alright, Kez?"

Kez rubbed his tail and raised a brow. "I know you're not used to small spaces, but I wish you'd be a little less clumsy…"

Their captain who's a Methanosian, Zuac, peeked over his shoulder. "Give the kid a break."

Kez rolled his eyes and climbed back into his seat, tapping his many fingers on the desk. Frabl paused before taking his seat, gazing around the ship. For a while, there was only silence, except for Kez's constant tapping. Zuac frown and looked over his shoulder once more, brow's furrowed further.

"Stop." He spoke, strictly.

The alien monkey groaned and leaned back in his chair. "Another boring day... " Kez mumbled.

"Well, this is the job you signed up for." Zuac pointed out, clicking some buttons.

"Ya, but I always expected fights or runaways often, I didn't go through all that training just to sit around and do nothing." Kez twirled a pencil in his hand.

Zuac sighed with a grumble in his voice. He did agree it could get boring, but he knew better than to complain. He was about to reply when a voice called in, one of the officers back at base.

"Captain Zuac?" It spoke.

Zuac clicked a button so he could talk back. "Here."

Kez and Frabl perked up, pleading in their minds for some form of excitement.

"Ah, we're picking up readings of a ship of some kind, near Sector-2X." The voice said.

The crew blinked, glancing at one another in confusion.

"That's where most of the asteroids just float about, ain't it?" Frabl questioned.

Kez glanced at him and gave a nod.

Zuac paused before asking. "But why would someone be out there?"

"Our readings are suggesting the vehicle has taken damage, seems to be drifting about around there without control." They replied.

"Any lifeforms?" Zuac questioned.

"We're picking up something faint, but it's most likely someone is in it. We can't get much from its location, unfortunately." They explained over the comms.

"That's alright." Zuac nodded.

"Since you're the closest, you've been tasked to bring the vehicle in." The voice said.

Kez gave his monkey grin as Frabl tilted his head.

"Alright, we'll return soon." Zuac ended the call and started clicking some things. "Kez, boost up the shield, don't want to risk taking damage out there."

Kez nodded eagerly and flipped off his seat, running over to another desk and began typing and loading in the shields.

"Frabl, man the weapon system. Take out any asteroids if they come too close." Zuac gestured to a seat.

Frabl nodded before stepping over to it and switching on some of the weapons. Zuac grabbed the steering wheel and charted the course to Sector-2X.

* * *

Much like the station, the asteroid zone was as normal as it could get. They floated peacefully, as if they were a school of fish, swimming in a current of water. Most stood clear from this place, not only was it a hazard but nothing worthwhile was around here. There had been a few cases where the officers had to chase some bimbo through the rocks, thinking they could escape through the shield of space boulders. It hardly ever ended well.

Kez gazed the window, slightly in awe from the size of the asteroid and the beautiful view of space in this sector, something just seemed wild and peaceful about this place. Frabl was keeping an eye on the asteroids, like he distrusted them and expected one to just ram into them suddenly and out of nowhere, ready to fire one if that occurred. Zuac had his normal manner to him, calm but watching like a hawk. He guided them through the rocks, making no sudden movements and following his training. There had been silence on the ship for a long time.

"...So, who do you think it is?" Kez questioned, quietly.

Zuac was going to tell him to be quiet, but he decided that maybe it was best to keep his partner occupied.

"Not sure, no point in being out here." Zuac said, wondering why someone would be here.

"Maybe it's someone new and didn't know?" Frabl offered.

That was their best guess and not unbelievable, there were times were newcomers cause some form of problem cause they didn't know where they were going. Kez turned back to the window and gazed out. His eyes were taking every sort of detail, including one detail that didn't fit in with the scenery. His eyes widen and he pointed.

"I think I see it!" Kez frantically said.

Zuac gazed at him before turning the ship, facing the direction that Kez had pointed at. Kez was right, in the middle of some asteroids was what appeared to be a ship, hovering slowly. The ship was small, very small, the shape similar to a teardrop. It shined with its light silver colour and lines of glowing green patterns around it. A round window was on what they guessed was the front, roughly the size of an average head. As they got closer, they saw dents, scratches and even a small hole on its side, causing concern.

"Quick, scan it for any form of life." Zuac ordered.

Kez quickly pulled back and rushed up to a desk. The scan quickly looked over the ship, beeping.

"One life form, seems to be very young…" Kez said, slight dread in his voice.

Zuac's eyes widen slightly. One person was on that ship, and it was someone young, that wasn't a good sign. Frabl gazed at the ship. "Are we sure that's a ship?..." He questioned, gaining the other two's attention. "It's small…"

Kez and Zuac agreed too. The ship was far too small to be some kind of craft, unless it was used by a small species like the Galvan, but they did use big ships too.

Kez looked through the window. "I think it's a...a pod." Kez spoke out loud.

Their ship came close to it and it was clear it was a pod, given its size compared to their own ship.

Zuac spoke, firmly. "Bring it in before there's more damage."

Kez quickly nodded, he opened a hatch up on the side of the ship and used one of its tools to fling out, attach to the pod and drag it back in.

"Got it?" Frabl asked.

"One second." Kez replied, he pressed some keys and the hatch shut. "Got them."

Zuac looked up. "Report?"

Kez brought up a file and some screens, gazing over them. "The pod has taken damage from hitting something, most likely an asteroid. If we hadn't have gotten it, it most likely would have lost power, along with the being inside." He swiped some files to the side. "The pod's design suggests it's a form of escape but also has a cryo mode, putting the rider to sleep for long periods of time."

Zuac thought for a moment. "Are they awake?"

Kez shook his head. "They're still in cryo mode, not enough damage yet to stop it." He looks over at another file. "I'm getting a couple of species suggested to have built this pod, but it looks like an Uxorite most likely made it."

Frabl looked puzzled. "Uxorite don't come out here often."

"Which is why I'm wondering why it's here." Zuac said. He paused before turning in his seat. "Kez, go check on the pod and the being inside. Perhaps they can answer some questions, might also need treatment."

Kez saluted. "Roger that!" Before swinging off down the ship.

* * *

Kez entered the docking bay on the lower floor of the ship, wandering over. He scanned the docks, glossing over the additional but smaller ships there used for escape or smaller areas, finding the pod he was looking for. In the dim lighting, he could see the glow of green that generated off of it, though he knew it was harmless. He walked over to the control panel and clicked a few things, the lights flickered on, and the pod was placed on the ground, held upright and was easier to reach for him.

"Scan the being inside, then give me a file report." Kez said to the control panel.

It beeped once it received its task and began scanning. Kez was curious and stepped over to the pod while the ship scanned it. It was fancy, besides all the cuts and scratches. The design did intrigue him slightly. He brushed a hand over it, feeling the cold but smooth metal, chilling to the touch, despite the fur over his body. His hand brushed over the dents, rough and rocky. He shuffled to the side and peered into the hole on its side. The inside clearly suggested this pod had a heavy coating and held many layers to it. The layer that had been broken past showed some wires, sticking out or ripped. Kez rubbed his head and peered a little closer. This hole wasn't created by something ramming into it, it was created from a blast, judging by the scorch and slightly burnt metal. Some of the wires appeared to be damaged by the same thing. To Kez, this damage might explain somethings. This pod was advance, surely that meant that it was designed to keep the rider out of harm's way and would move course out of danger, like an asteroid field. He guessed the damage must have stopped this feature, thus making the pod wander.

There was a beep and Kez pulled back, turning to the control panel and walking back over. It showed it was finished scanning by bringing up a file. Kez read over it.

 _ **"Name: Unknown**_

 _ **Age: 10**_

 _ **Gender: Male**_

 _ **Specie: Human -Suggested To Be Extinct-**_

 _ **Home World: Earth -Destroyed-**_

 _ **File: -Being Unknown, no known file reports-**_

 _ **Condition: Being is in a state of suspended animation, suggested to have been asleep over a year. Suspected with brain trauma, due to damage with the pod and during cryo-sleep. Bodily damage from an unknown attacker, nothing fatal. Suggestion to wake up the human and have them receive treatment. An unknown alien device is located on their left wrist, unable to scan it."**_

Kez's body froze up the more he read the file. Many questions flooded his mind. First off, a human? Kez had heard about earth's destruction and while he never tried learning the details of it, he knew that the human race went along with it that day and no one had seen a human for a whole year. The scanning suggested that this boy was in this state over a year and a year ago was when the earth was destroyed.

Second, how did a human get their hands on a pod like this? Kez's only guess was it had something to do with the Plumbers on earth, though last he heard they had disbanded.

Third, Kez was worried about the unknown alien device on the human, if the ship was unable to identify it or scan it, it might be trouble.

Finally fourth, what had happened to this human? Earth's last location was a fair bit away so this pod had floated all the way here. Did the child know how to work this pod or did someone put him in here? Why would they? Did this happen the day earth was destroyed? Too many questions riddled Kez's brain, making him step back to take a breather.

He didn't know what to do, he had asked for something new or exciting but nothing like this. Stood near him was what he could only guess was the last human in the galaxy. His eyes slowly wandered over to the pod and he stood in silence for a long time. Suddenly, there was a ring as Zuac called in.

"Kez, we're coming into the port. Report?" Zuac said.

Kez flicked around to the control panel, where the voice was coming from, very unsure.

"Kez?" Zuac spoke again, not getting a reply from his partner. "Kez!"

Kez finally snapped out of it and picked up the call. "Captain, you won't believe this…"

* * *

Once word got to base about the pod holding a human, many officers had been rushing around, preparing for the arrival. The crew had parked their ship a little further into the base and the pod was carefully carried out, not wanting to damage the boy any further. The pod was taken into one of the medical labs, plugged up and was in the process of trying to stop the cryosleep and open up. Alien engineers were surrounding it, the pod needed a little help given it was damaged. Zuac, Kez and Frabl were standing and waiting with some scientists, one which was a friend of theirs, a Galvan female by the name Phoessa, who was currently reading over and listening to the information from the crew.

"If this is true, then this is an extraordinary find." She thought out loud, tapping the side of her chin.

"No kidding…" Kez said, still processing what he had learnt.

Phoessa was using a pad and swiped across it, sometimes glancing up at the pod.

"You were good to find him so soon, seems like someone was after him or the pod." She said.

Zuac looks down at her. "What do you mean?"

Phoessa looked up at the fiery plant alien. "Your crew member said the damage with the hole in the pod's side wasn't an accident, or so it seemed to him." She glanced at Kez.

Kez shrugged. "The damaged had to be done by some form of a blaster, but I wasn't sure."

"Our engineers seem to agree with you…" Phoessa sighed.

Zuac narrowed his eyes and looks over at the pod. "Either someone wanted to destroy the pod and the boy by attacking it…"

"Or they wanted to stop the pod moving around…" Frabl pitched in.

The four stood, thinking about this. The pod had defences in it, not only was it sturdy but it held a repeal shield for unwanted foes. The hole created not only made it wander but also turned off this shield, making it easy to be grabbed by someone unwanted or be destroyed.

There were sudden gasps, drawing the four alien's attention to the pod. The engineers stepped back as cold air crawled out of the pod's door that slowly opened. The pod hissed and clanked, sliding to the side before sliding into the pod. The guards drew their weapons out of habit, unsure of what the being inside would do or the unknown alien device. As the report said, the small figure laying in the cryo chamber was a human boy, and just like the file, the boy was roughly ten years old. He was small, especially compared to a lot of the aliens in the room, and seemed so helpless and weak, Phoessa couldn't help but feel something tug at her heart.

Phoessa flicked her hand out. "Put the weapons down." She demanded.

The guards hesitated but soon followed their orders and lowered their weapons. The boy inside was pale, very pale, and his expression was still and expressionless as he slept. His thick brown hair was messy, locks covering half of his eyelids. He sported a white and black t-shirt, along with some moss coloured cargo pants. However, his clothes were tattered in some places, like the knees of his pants or the right of his shirt's shoulder. Phoessa spotted some bandages, faintly in the thick chilling air. But out of everything, something caught her attention quickly, the watch on the boy's left wrist. It was primarily black and green, quite big on the boy's arm, holding an hourglass like symbol in the centre of it. Her eyes widen and she moved back slightly. Kez caught sight of this and glanced at her, unsure.

Suddenly, the boy's eyes opened as he took in a quick but sharp breath, immediately coughing afterwards. His eyes were green, much like emeralds. But these emeralds were dull, cloudy and tired. After he stopped his coughing, he laid back and was breathing heavily. His senses were confused, cloudy and chaotic. His vision was blurry, while being blinded by the strong lights pointed at him. His nose wasn't clogged, but his sense of smell kept vanishing and randomly coming back, getting a quick waft of the mechanical room and the strange smells from the different aliens. His hearing was giving him a headache, constantly ringing and mumbling out the outside sounds. His sense of touch hadn't even come back yet, everything just felt numb, inside and outside.

He blinked hard, trying to calm his sight of vision and get it working again. It slowly started to settle and while he couldn't make out the people around him, he could make out parts of the place he was in. His line of sight was stuck forward, trying to calm his other senses down. He moved his fingers a little bit, it felt like he was cracking them out of a thin layer of ice. Stretching them lightly, his left hand was getting some feeling back to it. Without really thinking, he moved his hand forward and grabbed one side of the pod, pulling himself out. This was a bad move as that just depleted all the energy he had regained and he stumbled, nearly smacking right into the floor.

However, two large red arms caught him. Frabl had rushed in the moment the boy stumbled, not even hesitating to catch him. He gazed down at the boy, he was so fragile and tiny in his arms, cold to the touch. The boy groaned and gazed up at his helper, blinking tiredly. His vision was getting better and he was making out the red figure. His eyes widen slightly, clearly seeing this thing was not human but yet it seemed familiar. His brain sparked and he spoke before realising.

"Four...arms…" He mumbled with a dry voice.

Frabl blinked, unsure of what to do or if to even speak back. The boy gazed over him, still feeling familiar to this creature and allowed himself to relax in their arms. Frabl rubbed his head and stood. Kez rushed over with Zuac, who had Phoessa on his shoulder.

"Is he alright?" Phoessa frantically questioned.

Frabl nodded. "Just tired and cold."

"Well no kidding, the young lad was stuck in cryo for over a year." Phoessa huffed.

Kez couldn't help but roll his eyes lightly, Phoessa would often get motherly or sarcastic with people she cared for or to kids. Phoessa flicked around and pointed at a exit.

"Take him to the med-bay and my people will handle this side of the problem." She said.  
Frabl nodded and carried the boy over, everyone following him to the medical section. Once they entered, Frabl placed the boy on one of the beds. The boy took a moment to process he was no longer in the alien's arms, but rather something actually comfortable, a bed. Phoessa waved her hands.

"Now shoo, I don't want so many of you standing and watching." She gestured.

Kez was about to reply back but Phoessa narrowed her eyes so he took her hint and left. Frabl glanced at the boy one more time before following behind, along with the engineers and some guards, while taking the pod for research. Zuac gazed at Phoessa and the scientists as they started working on the young boy, he hesitated but followed his orders and left.

The boy could feel the group of aliens taking care of him, placing in IVs, taking off the bandages on him and cleaning him up. He wanted to move, to ask questions but he was too dizzy and could only find himself phasing out of reality and fading into darkness.

"Looks like he's out." One scientist said.

Phoessa looked over the boy's face, seeing his eyes closed and his breathing taking a normal pace. Her eyes trailed down, following his arm before her eyes landed on his watch. The symbol, the design, even the colours reminded her of someone, someone very well known on her planet. She gazed over the other aliens, wondering if any of them had noticed or recognized the watch but it didn't seem like it. She looked back at the boy and knew that she had to talk to him, but that was when he wakes up. She knows he needs his rest and to recover from the damage and effects he's gone through.

* * *

 **" _Ben, look out!" A young girl screamed._**

 ** _Boom, crash!_**

 **" _Get away from him you traitor!" An older sounding voice spoke, female but not human._**

 ** _There was the sound of energy charging then a large blast, grunting from some unknown person._**

 **" _You out of anyone should know that he does not deserve it…" The grunting voice spoke, deep and gravelly, spine-shivering._**

 **" _Ben, are you ok?! Oh god, he's bleeding, he's bleeding." The young girl's voice was in a panic._**

 **" _This is not what he intended it for!" The older female cried out, hissing with anger._**

 ** __" _It's what it should be intended for…" The deep voice grumbled, quiet, but manageable to hear._**

* * *

Green eyes flared out, pushing away the darkness and the nightmare. It scared him, especially the deep voice, the owner which send a chill up him. But why? He saw nothing, only heard, yet he could somehow tell what was going on but at the same time, could not. The owners of the voices, he knew them yet didn't. Why did this nightmare scare him when he didn't seem to know the context of it, where it derived from. His brain was scrambling to keep it in order and calm himself. What was the last thing remembered? He remembered the red alien and some voices but he couldn't think of anything else.

He was about to sit up out of panic but felt something new, a gentle touch to his forehead. His eyes slowly looked to the side, seeing the owner of the touch. What did he see? He saw a small, grey alien with bright green eyes that wore white and light purple robes. The body shape and style of the figure sparked something in his mind, once again he spoke without thinking.

"Grey...matter…" He mumbled weakly.

Phoessa raised a brow slightly but shook her head lightly. "Not my name, young one…"

The boy blinks tiredly but didn't press on, he looked back up at the roof and was slowing down his pants of breaths. Phoessa eased him by gently brushing his hair with her fingers. Once again he was not scared by the unknown alien, yet welcomed them for some reason.

"My name is Phoessa…" She said, gently.

The boy looked back at her, glancing at her up and down. "Phoessa…" He repeated, slowly and unsure.

She nodded lightly, glad he got it on the first try. She watched as his eyes travelled down his arm and stared at the IVs in him. She spoke quickly before he panicked or questioned.

"Just things you need for your body, we had to work with what we had given we haven't had to deal with a human before." She explained.

The boy paused, the word human stuck out to him but his brain pieced together that was his species. Somethings came back but not memories. Phoessa looked at his expression, he was thinking but also confused.

"You're safe, if that's something you're wondering." She said, pulling her hand back.

The boy paused and nodded, understanding her. He didn't feel as bad as when he first woke up, felt like he was a walking popsicle. His eyes looked around the place, the room was like a hospital, but more advanced to him. The walls and floor looked like it was full-on steel while the place was decorated white and light purple, like Phoessa's clothes. He then noticed no one else was around.

"I told everyone to leave and give you rest, plus I needed to ask you something. I think you'd cope better if it was just one person." She, once again, explained.

He nodded but paused for a moment. "Can I sit up?." He asked.

In return, she nodded and stepped back slightly, hopping onto the bedside table. The boy took a moment to find his movement before pushing up and adjusting himself, resting against the bed's rails. He took a moment, taking a sharp breath, before relaxing again.

"If you don't mind and if you're up for it, I'll need to ask somethings." She spoke again.

The boy looked at her. He was unsure, of course. He didn't know this lady or what she was. He had no clue where he was or how he got here and he was quite hesitant not to say anything. Then again, he had nothing else to go on. He was stuck so maybe this lady could help him.

"Ok?..." He said, still unsure though.

She nodded and straightened. "What is your name?"

He paused and that question made him realise something. Who was he himself? He had no memories or could recall anything. It was clear he knew his words or what certain things were, but just no memories of how he knew them or who he was. He dug into his brain and recalled a voice in the nightmare.

 **" _Ben, look out!" A young girl screamed._**

That scream, he knew the owner somehow but couldn't put his finger on it. But the way she spoke, it sounded like it was directed to him. Plus the name felt fitting and familiar.

"B-Ben." He stuttered.

Phoessa saw this stutter, making note of it. "Just Ben? No last name? I know humans have them." She questioned.

Ben thought back further, barely anything popped up except a faint word. "Ten." He said, blankly.

"Ben Ten? Hm." Phoessa could accept that. "Now, Ben Ten, do you know where you are?"

Ben paused and looked forward, searching what little knowledge he had but found nothing, so he shook his head.

"You are in a space station called Moks, near the planet Knuac." She clarified.

Ben just gazed at her, none of those names sparked anything.

"Do not fret, this place is harmless for you." She said gently.

Ben nodded but still felt a little uncertain.

"Some people found you in a damaged pod, you were in suspended animation with cryosleep. Do you know why you were like this?" She asked.

Ben remembered the pod, it was the thing he laid in but he had no clue what it was before. He tried harder to remember, but still, nothing came up. He sighed and shook his head.

Her expression became soft. "Ben, do you remember anything?"

There was a pause as the two gazed at each other. He tried, really, but he couldn't force his mind to unlock or find anything.

He shook his head. "Nothing, just faint things yet I can't work them out, still piecing them together…" He explained himself. He sighed and rubbed his head.

Phoessa sighed too. "I feared this would happen."

This caused Ben to look back at her, raising a brow.

"Your body and the pod had taken damage, you seemed to have hit your head but the damage to your pod might have caused an effect while you were in cryosleep. To put it simply, we had a feeling you'd be amnesic." She revealed.

Ben's eyes widen slightly before relaxing, he had to agree. He had no memory of his life before or how he got into that pod, plus his head did kind of hurt.

"So...I won't remember anything?" He asked, an upset tone in his voice.

Phoessa rubbed her chin. "It is possible you'll get them back over time, or familiar things will spark your mind."

Ben tilted his head but understood. A question popped into his head. "How long was I in that pod for?"

Phoessa gazed at him before her gaze looked away, it made him a little worried.

"Phoessa?" He said.

She looked back. "Our best guess is a year…"

He froze. A whole year he was in that pod? No wonder he felt so awful and sick. His body must not have been happy. But what worried him more was what had he missed and what had happened.

"Do you know where I'm from?" He asked, slightly hopeful.

Phoessa nodded. "You're a human so you most likely come from Earth."

That name rang a bell. "Earth…" He mumbled.

"However, you can not go back…" She replied, grimly.

His head shot back up. "Wait, why?"

Phoessa fiddled with her hands, wondering if she should tell the young victim the truth. On one hand, he was already going through the problems of hardly remember anything, stuck in an unknown place with an unknown person, the truth could damage him more. However, on the other hand, she needed to get the boy's trust and didn't want to lie, knowing it would backfire later. And he deserved to know.

"Earth is no more…Nothing left of it or it's race." Those words tasted bitter in her mouth.

Ben's eyes widen, his brain processing this sudden and dark information.

"W-what?..." His voice cracked.

Phoessa stood straight again. "A being by the name Vilgax had destroyed the planet, no one knows why, it was...very sudden." She said.

Truth is, Phoessa had searched around for anything she could find about that incident while waiting for the boy to awake. She was surprised by what little knowledge people had on the event. They know who caused it but don't know why he did what he did.

"Vilgax…" He whispered to himself.

The moment he tried thinking about that name, abrupt and violent memories shot into his mind. They were too quick and painful to understand but he could see a large figure in them, one that sent shivers down his spine. He hissed in pain and gripped his head.

Phoessa jumped over. "Ben, I need you to relax." She placed her tiny hands on his arm.

He took a sharp breath and listened to her voice, slowly losing grip of his head and hair. She pulled back once he seemed relaxed enough. There was silence between the two but Ben spoke again.

"...Then...what am I to do?..." He sounded heartbroken.

She couldn't blame him, despite his lack of memories, it would still be hard to believe your homeworld and people are gone.

"That comes to another point I wanted to talk about." She then jumped over him, onto his left side.

She strolled up to his arm and picked up his wrist, showing the watch.

"I have a watch?" He questioned.

"You have no idea what this is, do you?" She enquired.

He shook his head. "So it's not a watch?"

"Not exactly." She placed his arm down. "It's an alien device, by the name the Omnitrix."

Ben tilted his head, that name did sound familiar but wasn't sparking anything. He moved his hand over to it and tried to slide it off his wrist, he wanted to get a better look at it, only to find he couldn't. He frowned and tugged harder. Phoessa shook her head.

"That's not going to work." She stated.

Ben stopped but kept his hand on it. "Why?"

"The watch is stuck to you, won't come off without the right code and, unfortunately, only the creator has knowledge of this." She pointed out.

"Can't you bring him here then?" He asked.

"Another problem, he's been missing for a while now and no one knows where he is." She huffed.

"Well that's just dumb, why make it stick to people?" Ben said, annoyed.

"One reason would be to make sure it's not easily taken, like a normal watch. If this thing fell into the wrong hands, a lot of dreadful things would happen…" She grimaced.

"But it's a watch…" Ben pouted, confused.

Phoessa sighed. "A powerful one. The device allows whoever wears it to alter their DNA at will and transform into dozens of different alien species, each with their own unique abilities. The Omnitrix can also genetically manipulate DNA or reprogram a species's DNA, though I believe that is harder and takes more energy."

Ben blinked, making sense of the explanation. "So...this thing alters DNA?"

"Mostly the wielder when it comes to transforming." Phoessa explained.

"And because I'm wielding it...I can turn into aliens." Ben said, trying to make it all clear.

Phoessa simply nodded. Ben pulled his wrist up and gazed at his watch.

"That's...cool!" He grinned. "Strange, weird, sudden, but cool."

Phoessa couldn't help but give a light smile, Ben was still a young boy and a human, something like this would awe him.

"But, it's stuck to me?" Ben, once again, questioned.

"Yes, unless someone finds a way to remove it." Phoessa said.

Ben looked back at it. "How'd I get this, anyway?..." He pondered.

Phoessa shrugged. "I'm just as puzzled as you are. The creator wasn't very keen on many holding it, barely let anyone see it or help him with it. Next thing people knew, he vanished and so did the watch. Knowing him, I don't think he would intend a child to have it."

Ben frowned with a slight pout. "Heyyyyy."

She raised her hands. "His view, not mine. Then again, I don't think kids should be near such powerful things."

Ben raised a brow but looked back at the watch. His other hand moved over and clicked a button on the side, causing the middle part to pop out.

"Woah…" He stared in awe. He then grabbed it's side and moved it.

Figures appeared on the watch, one was similar to the red man he called Four Arms. Something sparked in his mind as he scanned the aliens.

"I remember them…" He mumbled.

Phoessa heard him though. "What?"

"I remember the aliens...I named them all. Like this one." He switched to a pyronite. "Heatblast! And this one is Wildmutt." He gestured as he switched.

Phoessa tilted her head. "A Pyronite and a Vulpimancer?"

"Oh, this is like the man from before, Four Arms." He pointed out.

"His name is Frabl and he's a Tetramand." She corrected. "Then again, you're young and most likely didn't know the species, so you gave them nicknames." She rubbed her chin.

"I think I'm remembering the watch thingy too...Like how it works. You pick an alien before slamming the button down." The child beamed.

"Pushing it down would be better…" Phoessa expressed, but he didn't listen.

He grinned at his refound in knowledge, but his grin quickly dropped. "I can remember this thing...but not my home...or who I was?..."

Phoessa looked up at him. "It's hard to explain how memories and the mind work, Ben. But this could be a good thing, the watch could help you spark some more memories as you rest up."

Ben lowered his hands. "And what do I do till then?..."

"Normally, you'd be taken somewhere safe where we'd find you a new home, however, I can't risk that with the watch stuck with you." She tapped it. "Too many people would come and try and take it."

"I could kick their butts." Ben frowned.

Phoessa raised a brow. "Like this?"

Ben paused. "...Ok, maybe not like this." He sighed and laid back down.

"Good. Now, I don't know if anyone else has noticed it but I know some nice, well, relatively nice men who can keep an eye on you." Phoessa hopped back onto the bedside table.

Ben groaned. "Babysitters?"

"Can't have you wandering off or being alone. Besides, I know you'll like these fellows." She climbed down and hopped onto the floor.

Ben peered over and watched her. "Where are you going?"

"To have a chat with these men, need to make sure they are responsible and know what they're dealing with, and." She looked back at him. "You still need rest."

Ben did feel tired, his body felt like jelly and still needed to settle. He also needed some time to think through all that was explained to him. Despite not being awake for long, he was tired out and needed a moment. He gave her and nod and rested his head on the pillow.

"...Phoessa?" He spoke, softly.

She stopped and looked back.

"...Thanks…" He whispered, though loud enough for her to hear.

She smiled fondly. "Quite alright, Ben Ten." With that, she turned and walked out.

* * *

"So you can crawl on walls and shoot webs?" Ben eagerly questioned, riding on the shoulders of Frabl.

Kez chuckled and nodded. "I am an Arachnichimp."

Like Phoessa said, Ben was fitting in well with the three. Kez was happy to have someone with a personality like him, keen for something cool and can't sit still. Frabl didn't mind the boy's questions or carrying him, in fact, he liked the boy. Frabl was a bit different from his people, he's more calmly mannered and gentle but knew how to fight. Most judged him for this but Ben just thought he was cool simply by having extra arms and being tall. Zuac didn't mind the boy, happy to give a distraction for Kez and Frabl, plus the boy's joyous nature was innocent and better than the officers he worked with, who were mostly stoic.

Phoessa had given the three the task to go around the markets and buy Ben somethings, like a new outfit, food he could eat and maybe some toys or forms of entertainment. Kez was carrying a list and scanner, the list was of things that Phoessa suggested they get while the scanner is used to make sure that what they get is suitable for a human, not wanting to poison Ben with food or something.

The market was busy, aliens mixed about as they walked around, trading, buying, talking and so on. Ben was gazing around in awe, static to see all of the sites and people. Ben was still shocked by a lot of things, including what Phoessa told him about Earth and the humans, but Ben had a habit of pushing away those feelings and replacing it with humour and determination. Kept telling himself that there was no point in crying or breaking down, especially how he needed to stay calm and try and remember things while adjusting to his current situation. He was resourceful and knew how to work with what he had.

Kez looks over the list, standing by a stall. "He should be able to eat some of these berries." Kez mumbled.

Ben looked over, the berries were odd from his sight. Mostly bumpy while holding either blue or red colours. The storeman was slender, serpent-like body but held legs and a pair of four arms, his back frills perked up as Kez gazed at his products.

Ben didn't like the look of the berries, pulling a distasteful look but didn't say anything, he wasn't planning on starving to death. He gazed around as they waited, catching sight of many aliens who stared at the group oddly, some even directed to himself. Subconsciously, he pulled down the sleeve of the borrowed jacket he was given, making sure to hide the Omnitrix.

Zuac caught sight of the boy's nervousness and spoke. "Don't worry, given we're officers we get odd looks. A lot of people wouldn't know what you are either, or why you're with us." He said.

Ben looked over at him. "Doesn't mean it's pleasant."

"I suppose it's not but they won't do anything besides stare." Zuac reassured the boy.

"I'm not some animal in a zoo for their entertainment." Ben pouted.

Zuac chuckled lightly. "Couldn't agree more."

Kez slid over some money before sliding some berries into a bag, he waved to the seller before hopping off with the others.

"How's the jacket?" Frabl asked.

Ben shrugged and adjusted it. "Bit big for me but it does its job."

"Then it's good we'll get you some clothes soon." Kez smirked. "Don't want ya looking like some guy who tripped into a ditch."

"I don't look that bad." Ben glared.

"Kid, you look weird to many of us here." Kez gave him a look.

"Either that or like food…" Zuac mumbled.

Ben flicked his head and looked at him, concerned. Kez only laughed. However, in the shadows, there was someone following them. Slick movements, quiet and waiting to pounce. They hissed lightly to themselves, glancing at their tracker before glancing back at the group. He was positive his target was here, just needed the right moment.

Their hands slid to their belt as he picked up one of his many weapons, a small but powerful blaster is what he picked. He was no idiot, this place was full of people, different alien breeds that he could either handle or be smashed down by them. In the team he followed, his main concern was Zuac, given how hard and annoying it is to fight a Methanosian. With the other two, he just had to use their strengths against them. The boy was really who had his attention. The small human was his target, holding something he was tasked for, plus he had some scores to settle with the young boy. He just needed to wait, strike, grab his target and get out. He crept back into the shadows, following the group.

"Why couldn't the kid have extra arms or something? The outfits don't fit so far because of some features…" Kez mumbled.

"I'm sorry I wasn't born with cool looks like you guys." Ben huffed.

Frabl looked at the boy on his shoulder. "Don't doubt yourself kid."

Ben snorted but couldn't help the smile creeping onto his face. The group turned and walked down one of the paths between buildings, a shortcut. Most tended to stay away from these zones since it was known for people to get jumped, but they were officers so it would be fine, at least that's what they thought.

"Think we could grab some lunch later, cap?" Kez asked Zuac.

Zuac tilted his head up, thinking. "I suppose a bite wouldn't kill-"

A sudden blast of a laser gun halted them in their tracks, mostly because it evaporated Zuac's head. Kez shrieked and jumped back while Ben and Frabl gasped. Zuac's body fell forward and banged into the ground, laying lifeless.

Ben's breathing quickened and his body froze. "Zuac!" He cried out.

He tried to hop off of Frabl but was caught by him. Kez flicked around to Ben.

"Don't worry, he's not dead." Kez tried to reassure the boy.

Ben twisted his head around. "What?"

There was no time for questions as Frabl and Kez jumped to different sides, dodging another blast. Kez hissed and looked up at the attacker. The attacker was holding onto a ledge, pointing his blaster. He wore a purple and black outfit that covered his whole body. He has purple pads covering his central joints, an alien-like belt, four central lines on his helmet to provide outlines for his face and what appeared to be a jetpack on his back.

Kez narrowed his eyes. "A Sotoraggian!"

Frabl called out to him. "Must have been hired."

The Sotoraggian jumped down, firing as he fell. Kez flipped back, dodging before flicking some webbing at him. The Sotoraggian flicked to the side, rolling before flicking up another blaster, firing rapidly. Frabl pulled himself and Ben back, narrowly dodging the lasers.

Kez looked over. "Get the kid out of here!" He yelled.

"Are you kidding, that thing will toast you alone." Ben complained.

Frabl didn't want to leave his friend behind but he knew he was right. He picked up Ben again. "Sorry kid" He apologised.

"Hey, let go!" Ben cried out, struggling in the iron grip he was stuck in.

Frabl didn't listen to the kid and ran for it. Kez turned back to the assassin and hissed.

"Just you and me buddy…" He smacked his left fists into his right fists.

The assassin had his eyes on Frabl and Ben, making a clicking noise of anger before settling his view on the monkey. Kez jumped forward and rolled in the air, smacking into the assassin. The Sotoraggian struggled for a moment before grabbing two of Kez's arms, pinning them before twisting and slamming him into a wall. Kez groaned before shaking his head and growling. He climbed along the wall, slinging webs as he did so. The Sotoraggian kept dodging, making strange grumble noised of annoyance. His target was getting away. His eyes darted and locked onto Kez before he pulled out a whip, flicking it and catching Kez into it.

"Oh no!" Kez shrieked.

The assassin slammed him into the ground before dropping down and landing on his back. There was a crack and Kez gasped in pain. He swatted at the attacker but they simply hopped back before spin kicking Kez in the face. Kez coughed and panted heavily, dropping to the floor. The Sotoraggian paused and pulled back, turning his attention to his tracker before taking off.

* * *

Meanwhile, Ben was still struggling in Frabl's arms.

"Come on, you're like three times the size of that walking space suit! Pummel him or something!" Ben ranted.

Frabl dashed down a path, pushing past some people who watched them with concerned or weird looks.

"Kid, that thing is an assassin. He's clearly been hired for something and we don't want you involved." Frabl repeated. "You're too important."

"What's he gonna do, sell me?" Ben frowned.

"It is a possibility." Frabl replied, a dark tone to his voice.

Ben gave an odd look but frowned again. He didn't like running, that was something he was certain about himself. He didn't like the idea of not helping, just being useless or a problem himself. He huffed in annoyance. Frabl finally pulled out his communicator and clicked it.

"Anyone there?" He asked into it.

There was a bit of static before a familiar voice spoke. "Frabl?" Phoessa questioned.

"Phoessa!" Both Frabl and Ben called out at the same time.

"Yes, that is my name…" She said, with a bit of a dry tone.

"We've got a problem, a Sotoraggian on the loose. Zuac is down and I left Kez to fight it, had to get the kid away." Frabl reported.

"A Sotoraggian?" Phoessa's tone changed to shock and worry.

"He blew Zuac's head clean off!" Ben cried out, into the communicator.

"Damn it." Phoessa cursed. "Give me your location and I'll send some help."

"We're-" Frabl was cut off, however.

A blast was shot in front of them, panicking the nearby aliens and causing Frabl to stop suddenly and trip. Ben flung forward and landed roughly on the ground.

"Oof!" He grunted.

Frabl smacked into the ground, creating a couple of cracks but it didn't matter. He flicked around, onto his side and looked up. The assassin hovered in the air with his jetpack, gun pointed out. Ben looked up too and he could swear the creature would have been smirking.

It hissed before jumping down and charging at Frabl. Frabl jumped to his feet and roared as he charged in too, he swings his left fists but the Sotoraggian jumped and kicked his face. Frabl stumbled back but shouldered the assassin. It wheezed but grabbed his arm and used it to flip over the giant red alien, kicking off it's back and flicked around, firing its guns. Some of the blasts hit Frabl, he hissed in pain but moved back in time to dodge the last blasts. His skin was thick enough to stop it breaking the skin, but he couldn't risk it so often. He swung his fists again while the Sotoraggian kept dodging with grace. Frabl was known to be more gentle than his own kind, but in a fight, he was a warrior.

He narrowed his eyes and roared with a determined battle cry. Smacking his top fists down on the Sotoraggian before his lower fists rammed into him and he flung to the side. It made a strange whining noise as it smacked into the ground and rolled across it, before coming to a stop and laying on the floor. Frabl huffed and straightened, his adrenalin still kicked in. The Sotoraggian grunted while making a clicking noise, rubbing its head. Ben watched in shock and amazement, he just watched a form of an alien showdown and it was awesome.

"Nice smackdown, Frabl!" he cheered, shooting his arms into the air.

The assassin immediately locked his focus on the boy. In a flash, a tentacle-mouthed laser shot out of his back and fired at the boy. Ben froze, his arms still in the air as he watched the beams heading his way. His body tried to prepare for impact but it was so sudden he didn't have time to process. Yet the beams never hit.

A blur of red blinded the boy before there was a gasp of pain and the sound of the lasers hitting something. Ben's eyes flared open as he saw his sudden shield, Frabl. The alien hadn't thought twice about jumping in the way but the damage from before allowed the new hits to break something. He heavily breathed, weakly looking up at Ben.

"R-run…" He groaned.

Ben stared in horror and shock, disgust even. Why hadn't he tried to move? Why hadn't he taken the hit? Why hadn't he just stayed quiet? Ben was still frozen and stared at his friend, unable to get his body to move, like he had melted into the floor or was back in cryosleep. The Sotoraggian strolled over and stepped on Frabl's head, hissing in displeasure before pointing the gun at Frabl's head, taking his foot away. At the sight of this, Ben's body switched back on immediately.

"NO!" He screamed, jumping to his feet and ramming the man off of Frabl.

It didn't push him far but he stumbled off of Frabl. He growled and looked back at the boy. Ben growled back, snarling even. His instincts kicked in and without thinking, he pulled back his left sleeve. The assassin caught sight of the watch, crying something out in its gibberish language. Ben didn't care, this thing was crazy and hurt a friend, he wasn't letting it off easy. His hand swiftly clicked a button, his movements with the watch felt so natural. In one agile movement, his hand slammed the watch back down.

There was a flash of green and his body felt like it faded away slightly. It shifted, changed, adjusted yet as his body grew these features, he still felt like himself but stronger, more power. The green light was soon replaced with the light of a fire. The Sotoraggian uncovered his eyes and flicked his gaze over to where the boy was, only the boy was now replaced with a fiery being who looked extremely ticked off.

"Let's turn up the heat…" Heatblast jokily said, with a hint of anger.

He flicked his wrist and threw a fireball, smacking the assassin back. He looked at it and saw it's outfit smoking yet not damaged too much. He frowned and charged in. This body was new, yet Ben worked with it as if they were old friends. He remembered this, the thrill of changing, the frill of fighting, the frill of saving the day. This all meant something to him and so he was going to use this to his advantage. He smacked into the Sotoraggian's body, pushing him back. It wheezed before more tentacle-mouthed things slid out of his armour and started firing.

"And I thought you were a freak before." Heatblast played around.

He rushed towards a wall as the Sotoraggian followed behind, firing and trying to catch up. Heatblast jumped, angling his feet onto the wall and used a burst of fire to kick off. He did a backflip into the air before kicking the assassin onto the floor. The Sotoraggian hissed, feeling the heat starting to burn through his outfit. It pulled out a knife, twirling it before jamming it into Heatblast's ankle zone.

"AH!" Heatblast cried out, hopping back. "Cheapshot!"

The alien didn't seem to care as it flipped back onto its feet and fired another laser. It smacked into Heatblast's chest and sent him flying back. He crashed onto the ground and groaned, taking a moment before pushing himself up and firing his own blasts. The Sotoraggian hissed and zig-zagged around. It pulled out its whip and flicked it, making it wrap around Heatblast's arm.

"What the-!?" Heatblast was cut off.

The attacker pulled him and flung him into a wall. Heatblast grunted as he collided with it but angled himself to shoot a fireball. The assassin ducked this time, bending back. When the blast passed, he straightened, only for Heatblast to tackle him, punching his face as he crashed into the ground. Heatblast threw another punch, then went for another but the alien caught his arm, placed his feet on the pyronite's chest and kicked him off.

Heatblast hit the ground and grumbled. He went to push himself up when he felt a harsh jab in his back. He cried out before flailing out a kick, thankfully hitting the Sotoraggian and causing him to stumble back. He reached over to where the pain was flaring out and pulled out the knife. He growled and burned it in his hand. Twice he had been stabbed, a third time and he was likely just gonna burn the area out of annoyance. The assassin dashed back in and tried to stab him, Heatblast caught his arms.

"Nope, not again!" He yelled.

The two struggled there for a moment before the assassin had to pull back, the heat was getting too much. Heatblast swung a hit but the assassin dodged, thus starting a clash. The two kept through hits, dodging or sometimes landing a hit. While the Sotoraggian was far more trained, it was hard to hit a creature mostly made out of heat and flames. Heatblast knew this and was using this to his advantage, trying to break the creature's armour with his heat. He got close but every time the Sotoraggian would push him back. Heatblast scowled before managing to finally grab the thing's wrist, and he wasn't letting go.

"Gotcha." He smirked and began heating up the wrist.

It wailed in fright and tried tugging away but to no avail. It flicked its other hand to its belt to grab another weapon but Heatblast grabbed the other arm and started doing the same thing. It screamed in pain as it felt the heat burning its skin, under the armour. Heatblast was close to finally breaking it open when there was a rapid beeping and flash of red. He looked at his chest, seeing the Omnitrix symbol, flashing red and making a strange noise when the flash of red suddenly grew bigger and blinded the two. B

en felt his powers drain away, his body changing like before but this time, he was only becoming the real him. He blinked and looked over his body, his human body. He looked back up to see he was still holding the wrists of the Sotoraggian, who he was sure was humming with hatred and was bloodthirsty by now. Ben chuckled nervously.

"I didn't mean what I said about you being a freak-" He was smacked back.

His back collided with the ground and he grunted. His body was drained so much, some of the damage before was lingering but now it was screaming at him. Ben used his weak energy to look up, seeing the assassin stalking over and raising yet another dagger. His eyes widen in terror, he couldn't fight back like this. The dagger was flung down, nearly reaching the boy's shoulder when it was blocked by a shield of turquoise crystals. Ben blinked, coming out his shocked, panicked state and looking over the crystal. It was pretty but very sturdy, given the dagger had broken on impact. The alien assassin mumbled something in its odd language, sounding shocked.

A deep voice boomed out. "Didn't think I'd see you here, Sixsix." It said.

Ben and Sixsix flicked their heads to the side. There was a thud as a large figure landed near them. The new person held a grey armoured spacesuit, a black helmet with a small, green triangle on it. His body also covered, much like Sixsix, though his right hand was out of its glove, looking like the crystals that saved Ben. Sixsix hissed and pointed at him.

"Don't even try…" The man's voice lowered.

Sixsix flicked his hand to his belt, pulling out a gun and went to fire. The other person was quicker, flicking their hand out and firing a ray of crystals. They sliced at Sixsix and he stumbled back, his energy draining more. The fight with Heatblast had done a number on him. He glared at the man with a burning hatred but knew better. He flicked a smoke bomb down, causing the man to bolt over, yet it was too late. Sixsix was gone.

The man grumbled a curse. "Coward…"

His eyes looked over to Frabl who was starting to come to, groaning and rubbing his head. He looks over to the street, seeing Zuac and Kez sprinting over. His eyes then landed on the young boy. Ben was staring right up at the large man, amazed and also frightened by the intimidation this man gives off. The man didn't seem eager to meet the boy, in fact, his body language seemed to give Ben the idea he didn't like the boy. This was confirmed as he roughly grabbed Ben by the wrist and pulled him up into the air.

"Hey, ow! Quit it!" Ben struggled.

"Here I was hoping she was joking about the Omnitrix." He grimaced.

A voice called out. "Tetrax!"

Tetrax and Ben looked over as some officers arrived, as well as Phoessa who was riding in the hands of one. Her eyes were narrowed and she held her hands behind her back, displeased.

"Put him down." She ordered.

And he did, simply dropping the boy. Ben managed to catch himself. He took a moment before he straightened.

"Jerk…" he mumbled, crossing his arms.

Phoessa turned her gaze to Zuac and his crew. "You all alright?"

Zuac nodded. "Took me a bit to regenerate."

"My head's sore but I think a rib or two are damaged..." Kez said.

"My back will hurt for a while…" Frabl mumbled, being helped up by an officer.

"And you Ben?" Phoessa turned to the young boy.

"I'm fine, just kicked some butt." He remarked, proudly.

"That was until you became human again." Tetrax pointed out.

Ben frowned. "Who's side are you even on?"

Tetrex went to say something but Phoessa beat him to it.

"On our side." She gave Tetrax a look.

He huffed as he stepped over to her, removing his helmet. Ben's eyes widen, this man was just like one of his aliens.

"Diamondhead?" He said, out of habit.

Tetrax gave him an odd look but Phoessa spoke again.

"Petrosapien, Ben." She corrected him before looking at Tetrax. "I'll explain later."

He narrowed his eyes. "You have a lot to explain…"

She sighed, gazing over Ben and the team.

* * *

Ben was sitting in a chair, watching as Tetrax, a large, crystal alien, yelling with Phoessa, a tiny but feisty little alien. It amused him in some form but he was getting bored with the yelling. They had been screaming at each other about the same thing, Phoessa not telling Tetrax about Ben or the Omnitrix and that she hasn't done anything to try and remove it.

"He's a human boy, not designed for such a weapon." Tetrax rumbled.

"The Omnitrix was not meant to be a weapon, Tetrax" Phoessa argued back.

"That sure seemed like what he was doing!" Tetrax pointed at Ben.

Ben raised his arms in defence. "What was I supposed to do, let him stab me?"

Phoessa rolled her eyes. "Tetrax, I am not capable of removing the watch from him, barely anyone is."

Tetrax glared. "Then why not ask me? I know some levels of the Omnitrix."

"Because we all know who you got that information from." She grimaced.

Tetrax couldn't help back step back slightly, his glare becoming weary. "It still could be better than nothing."

Phoessa sighed. "The boy was found with no memories, it was hard enough trying to explain things to him. He needed time to adjust, to relax and recover, not thrusted into the dangers or with strangers who I know will argue with me about him."

Ben raised a brow but kept quiet.

"Though out of anyone, I would have thought you'd have a level of understanding with him. Given Vilgax took something from you both…"

Ben caught the flinch in Tetrax's body and facial expression.

"Don't bring that up…" He said, lowering his voice.

Phoessa paused before sighing again. She turned to the side, thinking.

"You know he'll be back…" Tetrax said.

She turned back. "I am aware of that."

"And now that he knows about the boy, you know who will know soon." Tetrax went on.

"I know." She emphasized.

"You can't place this area in any more danger. They know he's here, they'll come and try and take him. This place is not built to fight him." Tetrax explained the problem.

Ben was unsure of what to do, he had a vague idea of the situation but there were parts he was missing out on.

"Then what are we to do? I'm not simply throwing the boy away or that watch." She huffed.

"I'm not saying that." Tetrax said, calming himself slightly.

"Then what are you saying?" She questioned him.

He paused, trying to find the right words. "The boy needs to be taken away but needs to be with someone who can not only look after him but keep him safe and can sneak around…"

Phoesssa gazed at him. "Sounds like you fit the job."

Tetrax and Ben perked up. "What?" They both said.

"You're right, he can not stay here anymore. But most here, I either wouldn't trust or can't take the job. You do, however, given you're still a freelancer." Phoessa pointed out, gesturing to him.

"Freelancer, not babysitter." Tetrax crossed his arms.

"Hey!" Ben narrows his eyes.

"Don't tell me the great Tetrax is afraid of looking after a human boy." Phoessa raised an eyebrow.

"A human kid I could handle, not a kid with the Omnitrix who has a wanted price on his head." Tetrax argued.

"Tetrax, you know the dangers of all of this. You've seen what happened to your home and others, you know what happened to Earth. Do you really want Vilgax to win? Do you really want him to take away more from others?" She demanded to know.

He closed his eyes and sighed. "I don't want to see that, why do you think I left?"

"Because you knew what was right to do, especially after the mistake you made…" She replied, this time softly.

Ben gave a soft look too, something had happened, something bad but he didn't ask, didn't think it would be the right thing to do.

"I know it's a lot to ask for, I know you're trying to move on but we need you, the boy needs you." Phoessa pleaded, softly.

"Who says I need him?" Ben mumbled to himself.

"I don't think any of us could stand knowing if Vilgax got his hands on him. This world has suffered enough from him." Phoessa spoke softly.

Tetrax looked at her, his crystal gaze giving her a gentle look.

"...And what am I to do if he does come with me?..." He asked.

"Keep him with you as you move around, keep him safe as we all try to find out something to solve the problem, maybe even trying to find the creator." Phoessa suggested.

"Azmuth vanished." Tetrax pointed out.

"He vanished, yes, but wasn't confirmed dead." She also pointed out.

Tetrax stood there for a bit, deep in thought. Ben hopped off his chair.

"Hold up, don't I get a say in this?" He questioned. "I don't know if I want to hang around a guy who clearly doesn't like me."

Phoessa turned to him. "I know Tetrax can be a bit of a grump but give him a chance, I think you'll end up liking him more than you think."

"But I only just got here! I only just woke up and now you want me to be stuck with another stranger?" Ben said, questioning her logic.

"I don't like it as much as you do but it's one of our only options. We've seen what that man can do with the power he has, if he got his hands on the Omnitrix he could damage so many more people." She gazed at him, softly.

Ben sighed to himself, she had a point but he really didn't like the idea. He could already feel Tetrax's gaze upon him. Phoessa stepped over to Ben, looking up.

"Ben, I know all of this is a lot to take in and you've been handling it well. Even stuck up for someone you barely knew. But you have to understand that we're doing this, not because we hate you or anything like that, but because we want to keep you and others safe. I trust Tetrax with my life, given he's saved it a few times. He may say things he likes or gets a little aggressive, but he means well, he knows which side he's on and knows what lines not to cross. A man who learned from his past." She gazed over to Tetrax who averted his gaze.

Ben kept his gaze on her though, processing her words. As much as Ben hated running, he hated being a burden and watching others get hurt because of him, something else he was sure of himself. If joining the walking crystal would help others and himself, then he knew he should agree. The travelling might even help get his memories back and explain his situation better.

Even if he had just met these people, he felt like he could trust them. Despite being aliens, something not like him, they were still people who were trying to go through their daily lives, have a life and stay safe. They didn't deserve this trouble Ben would seemingly bring. Ben quietly sighed but turned his emerald eyes back onto her.

"Ok...I'll do it…" His voice was quiet but strong.

Tetrax looked back over while Phoessa smiled tenderly.

"Thank you, Ben Ten." She said.

* * *

Ben adjusted his outfit. They had made him an outfit before his departure to not only be suited for space travel, but would not hold him back if danger appeared. He wore a grey, black and green jumpsuit crossed with a spacesuit. The belt was loose around his waist, on a slight angle. It appeared that if the Omnitrix was covered by something like a jumpsuit, it would adjust itself to be on the outside of his clothes. Very few still knew about the boy with this powerful device, so to keep it and him hidden, he was given a hood with long sleeves to cover the watch and his face, though the torso part of it only covered half of his chest. Strange style but he liked the outfit, fitted the theme of space travel while matching his own design. He was currently adjusting his belt as he walked alongside Tetrax, coming to the docking bay with him.

"Can you seriously not put on a belt?" Tetrax gazed at him, slightly amused.

"Hey, cut me some slack. It's not the kind of belt I'm used to." Ben snipped back.

He finally clicked it into place before walking normally. Tetrax stopped at one of the docks and gestured with his hand.

"This is where you'll be staying with me." He said.

Ben looked in awe at his ship. It was oddly shaped but yet it seemed to work. It shined silver, clearly having been cleaned earlier. The thing was enormous but not over the top like a cruise boat. Ben couldn't help but smirk.

"Awesome…" Ben said.

"Just try and keep up, kid…" Tetrax gazed at him before opening the doors.

The stairs slid out and Tetrax walked up them right away. Ben hesitated for a moment, looking at Tetrax as he walked. He still got some bad vibes from the guy but yet, he couldn't help but remember what Phoessa said.

 **" _I trust Tetrax with my life, given he's saved it a few times. He may say things he likes or gets a little aggressive, but he means well, he knows which side he's on and knows what lines not to cross. A man who learned from his past."_**

Her voice echoed. Once again he questioned to himself. What exactly happened in Tetrax's past? He seemed pretty glum about it. He shook his head out of thoughts, knowing to think about it later. He rushed forward, catching up with the diamond man.

Tetrax walked ahead when he reached the top but Ben stopped, looking over his shoulder as he saw Zuac, Kez, Frabl and Phoessa near the bottom, waving to him. Ben grinned and flicked around, waving his hand heavily. His grin widened, they were pretty cool people and it was a shame he had to leave them so soon, yet he knew it wouldn't be the last he'd see of them. Phoessa's tender expression seemed to imply the same thing, she gave an encouraging nod to the young boy who gave her a gentle smile before turning and rushing inside. The stairs pulled back and the doors closed.

* * *

 _ **Ta Da! Hope someone liked this. I'll try to update the story as soon as I can but I'm either too busy or lazy. But the next one will revolve around Tetrex and Ben. Funny thing is, I couldn't help but note some similarities with how Six meet Rex in Generator Rex. A cool dude who's great at fighting having to take care of a hyperactive amnesic kid with amazing abilities, haha.**_


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